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We compared quantitative capillary retinopathic changes between non-insulin-dependent diabetic Zucker Diabetic Fatty (ZDF) rats and heterozygous nondiabetic Zucker controls and evaluated the effect of an orally administered glucosidase inhibitor, acarbose, on retinopathy in these animals. Four groups of eight rats were analyzed: treated and untreated ZDF and treated and untreated Zuckers. Retinal capillary basement membrane thickening and retinal capillary cell density were determined from transmission electron microscopy and trypsin digestion preparations. ZDF rats had thicker basement membranes (p<0.0001) and more cells per unit capillary length (p=0.0003) compared to Zuckers. Acarbose treatment significantly reduced basement membrane thickening in the treated ZDF rats (p=0.001), but the effects on cell density showed only a favorable trend. Acarbose treatment has an ameliorative effect on the development of microvascular retinopathy in the ZDF rat, probably due to lessening of hyperglycemia.